MANCHESTER MANAGEMENT CO LLC - 15 Jun 2022 Form 3 Insider Report for BRAIN SCIENTIFIC INC.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
3
Accepted by SEC
04 Aug 2022, 21:01:23 UTC
Prior SEC filing
10 Aug 2022
Next SEC filing
16 May 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Manchester Management Company, LLC By: /s/ James E. Besser Managing Member

Key filing fact

MANCHESTER MANAGEMENT CO LLC filed Form 3 for BRAIN SCIENTIFIC INC. on 04 Aug 2022.

Key facts

  • This page summarizes MANCHESTER MANAGEMENT CO LLC's Form 3 filing for BRAIN SCIENTIFIC INC..
  • 0 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 04 Aug 2022, 21:01.

Change

  • Previous filing in this sequence was filed on 10 Aug 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BRSF holding

Common Stock, $0.001 par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
19,545,187
Date
15 Jun 2022
Ownership
See Footnote
Footnotes
F1
BRSF holding

Common Stock, $0.001 par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
12,816,831
Date
15 Jun 2022
Ownership
See Footnote
Footnotes
F2
BRSF holding

Common Stock, $0.001 par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
8,028,706
Date
15 Jun 2022
Ownership
Direct
Footnotes
F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BRSF holding Derivative

Common Stock Purchase Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
15 Jun 2022
Ownership
See Footnote
Underlying class
Common Stock, $0.001 par value
Underlying amount
8,353,622
Exercise price
$0.2500
Footnotes
F1, F4, F5
BRSF holding Derivative

Common Stock Purchase Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
15 Jun 2022
Ownership
See Footnote
Underlying class
Common Stock, $0.001 par value
Underlying amount
4,784,294
Exercise price
$0.2500
Footnotes
F2, F4, F5
BRSF holding Derivative

Common Stock Purchase Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
15 Jun 2022
Ownership
Direct
Underlying class
Common Stock, $0.001 par value
Underlying amount
3,046,018
Exercise price
$0.2500
Footnotes
F3, F4, F5
BRSF holding Derivative

Common Stock Purchase Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
15 Jun 2022
Ownership
Direct
Underlying class
Common Stock, $0.001 par value
Underlying amount
1,251,171
Exercise price
$0.3500
Footnotes
F3, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F2

The reported securities and warrants are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F3

The reported securities and warrants are directly owned by James E. Besser in his personal capacity.

Footnote F4

The reported warrants are exercisable as of the issue date, subject to certain conditions.

Footnote F5

The reported warrants expire at 5:00pm E.D.T. on the fourth anniversary of the issue date, subject to certain conditions.

Footnote F6

The reported warrants are subject to a blocker provision that prevents James E. Besser from exercising the warrants if he would be more than a 4.99% beneficial owner of the Common Stock, $0.001 par value, following such exercise. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Common Stock Purchase Warrant included as Exhibit 4.1 of the Issuer's 8-K filed on October 7, 2021, which is incorporated by reference.

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